Anti-Terrorism. The Borrower and its Restricted Subsidiaries are in compliance in all material respects with United States laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the PATRIOT Act. (a) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any of the following: (i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; (v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list (collectively, the “OFAC Lists”); (vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject to any U.S. sanction administered by OFAC. (b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism Law.
Appears in 2 contracts
Samples: Superpriority Secured Debtor in Possession Term Loan Agreement (Pacific Drilling S.A.), Credit Agreement (Pacific Drilling S.A.)
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are affiliates nor any of Tenant’s or its affiliates’ officers, directors, members, partners, shareholders or other equity interest holders (all of the foregoing persons and entities being referred to herein collectively as the “Tenant Parties”) currently is, nor shall any of them be. at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering that may now or hereafter be in effect (collectively, the “Anti-Terrorism Laws”), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”)2001, and the PATRIOT Act.
(a) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any regulations of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) related to Specially Designated Nationals and Blocked Persons that may now or hereafter be in effect, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (as heretofore or hereafter amended, the “USA Patriot Act”); (ii) none of the Tenant Parties is nor shall any of them be, during the Term, a Prohibited Person. A “Prohibited Person” is (1) a person or entity owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is identified as a “Specially Designated National” on the then- most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, or (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officersor associated with terrorism or money laundering, agents, employees or Affiliates, subject pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act); and (iiii) conducts Tenant has taken, and shall continue to take during the Term, reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented, and shall continue to implement during the Term, appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and its affiliates and their respective officers, directors, members, partners, shareholders and other equity interest holders from and against any business and all Losses suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals insuch other indemnitees arising from, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any United States Anti-Terrorism Law.time and from time- to- time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant’s compliance with this Section 24.17. – 21 –
Appears in 2 contracts
Samples: Industrial Building Lease (ArcherDX, Inc.), Industrial Building Lease (ArcherDX, Inc.)
Anti-Terrorism. The Borrower Each party represents and its Restricted Subsidiaries are warrants to, and covenants with, the other party that it is not nor shall be at any time during the term of the Lease in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act”), and the PATRIOT Act.
(a) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection . Each party covenants with the Loans other party that it is any not nor shall be during the term of the following:
Lease, a “Prohibited Person,” which is defined as follows: (i) a Person person or entity that is listed in the annex Annex to, or is otherwise subject to, the provisions of the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
; (iii) a Person person or entity with which a Lender whom the other party is prohibited from dealing with or otherwise engaging in any transaction by any Anti-Terrorism Law;
, including without limitation the Executive Order and the USA Patriot Act; (iv) a Person person or entity that who commits, threatens or conspires to commit or supports support “terrorism” as defined in Section 3(d) of the Executive Order;
; (v) a Person person or entity that is included named as a “specially designated national and blocked person” on the Specially Designated Nationals and Blocked Persons List maintained then-most current list published by the U.S. Treasury Department’s Department Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list (collectively, the “OFAC Lists”);
list; and (vi) is, nor are any of their respective directors, officers, agents, employees a person or Affiliates, subject to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting entity who is affiliated with a person or entity listed in any capacity in connection with the Loans items (i) conducts through (v), above. At any business or engages in making or receiving any contribution time and from time-to-time during the term of fundsthe Lease, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant each party shall deliver to the Executive Order other party, within ten (10) days after receipt of a written request therefor, a written certification or (iii) engages in or conspires such other evidence reasonably acceptable to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism Lawother party evidencing and confirming such party’s compliance with this Section.
Appears in 2 contracts
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are affiliates nor any of Tenant’s or its affiliates’ officers, directors, members, partners, shareholders or other equity interest holders (all of the foregoing persons and entities being referred to herein collectively as the “Tenant Parties”) currently is, nor shall any of them be, at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering that may now or hereafter be in effect (“collectively, the "Anti-Terrorism Laws”"), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 2001, any regulations of the U.S. Treasury Department's Office of Foreign Assets Control (the “Executive OrderOFAC”)) related to Specially Designated Nationals and Blocked Persons that may now or hereafter be in effect, and the PATRIOT Act.
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (aPublic Law 107-56) Neither the Borrower nor any of its Restricted Subsidiaries acting (as heretofore or benefiting in any capacity in connection with the Loans is any of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions ofhereafter amended, the Executive Order;
"USA Patriot Act"); (ii) none of the Tenant Parties is nor shall any of them be, during the Term, a Person Prohibited Person. A “Prohibited Person” is (1) a person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) identified as a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorismSpecially Designated National” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then- most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, or (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officersor associated with terrorism or money laundering, agents, employees or Affiliates, subject pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act); and (iiii) conducts Tenant has taken, and shall continue to take during the Term, reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented, and shall continue to implement during the Term, appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and its affiliates and their respective officers, directors, members, partners, shareholders and other equity interest holders from and against any business and all Losses suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals insuch other indemnitees arising from, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any United States Anti-Terrorism Lawtime and from time- to- time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant's compliance with this Section 24.17.
Appears in 2 contracts
Samples: Industrial Building Lease (Spectranetics Corp), Industrial Building Lease (Clearfield, Inc.)
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are owners or affiliates currently are, or shall be at any time during the term hereof, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”)2001, and the PATRIOT Act.
(a) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any regulations of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OF AC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “OFACUSA Patriot Act”); (ii) neither Tenant nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or agents is or shall be during the term hereof a “Prohibited Person” which is defined as follows: (1) a person or entity owned or controlled by, affiliated with, or acting for or on behalf of any person or entity that is identified as an SDN on the then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/S DN-List/Pages/default.aspx, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or USA Patriot Act; and (iii) engages in or conspires Tenant has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord, it officers, directors, agents and employees, from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representations, warranties and covenants. At any time and from time-to-time during the term, Tenant shall deliver to Landlord within 10 days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant’s compliance with this paragraph.
Appears in 1 contract
Samples: Office Lease (McAfee Corp.)
Anti-Terrorism. The Borrower and its Restricted Subsidiaries (a) None of Borrower, KRC or (to Borrower’s knowledge without investigation) their respective constituents or affiliates are in compliance in all material respects with United States laws violation of any Laws relating to terrorism or money laundering (“Anti-Terrorism Laws”)laundering, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (as amended, the “Executive Order”), ) and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, as amended, the “Patriot Act”).
(ab) Neither the Borrower nor None of Borrower, KRC, or (to Xxxxxxxx’s knowledge without investigation) any of its Restricted Subsidiaries their respective constituents or affiliates, or any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loans Loan, is any of the followinga “Prohibited Person” which is defined as follows:
(i) a Person person or entity that is listed in the annex Annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to the Executive Order;
(ii) a Person person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the annex Annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person person or entity with which a Lender whom Xxxxxx is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism terrorism or money laundering Law, including the Executive Order and the Patriot Act;
(iv) a Person person or entity that who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;; and
(v) a Person person or entity that is included named as a “specially designated national and blocked person” on the Specially Designated Nationals and Blocked Persons List maintained most current list published by the U.S. Treasury Department’s Department Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list (collectively, the “OFAC Lists”);list.
(vic) isNone of Borrower, nor are KRC, or (to Borrower’s knowledge without investigation) any of their respective directorsaffiliates or constituents, officers, agents, employees or Affiliates, subject to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries their respective brokers or other agents acting in any capacity in connection with the Loans Loan is or will knowingly (i) conducts conduct any business or engages engage in any transaction or dealing with any Prohibited Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) aboveProhibited Person, (ii) deals deal in, or otherwise engages engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order Order; or (iii) engages engage in or conspires conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act. Borrower covenants and agrees to deliver to Lender any United States Anti-Terrorism Lawcertification or other evidence requested from time to time by Xxxxxx in its sole discretion confirming Borrower’s compliance with this Section 8.4.
Appears in 1 contract
Samples: Promissory Note (Kilroy Realty Corp)
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are owners or affiliates currently are, or shall be at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with agents is or shall be during the Loans term hereof a “Prohibited Person” which is any of the following:
defined as follows: (i1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, hxxx://xxx.xxxxx.xxx/xxxxxxx/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or USA Patriot Act; and (iii) engages in or conspires Tenant has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant hereby agrees to defend, indemnify, and hold harmless the Landlord Parties from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing representations, warranties and covenants. At any time and from time-to-time during the Term, Tenant shall deliver to Landlord within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant's compliance with this Section 50.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are subsidiaries( collectively, the “Tenant Parties”) currently is, nor shall any of them be, at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering that may now or hereafter be in effect (collectively, the “Anti-Terrorism Laws”), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”)2001, and the PATRIOT Act.
(a) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any regulations of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) related to Specially Designated Nationals and Blocked Persons that may now or hereafter be in effect, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (as heretofore or hereafter amended, the “USA Patriot Act”); (ii) none of the Tenant Parties is nor shall any of them be, during the Term, a Prohibited Person. A “Prohibited Person” is (1) a person or entity owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is identified as a “Specially Designated National” on the then most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, or (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officersor associated with terrorism or money laundering, agents, employees or Affiliates, subject pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act); and (iiii) conducts Tenant has taken, and shall continue to take during the Term, reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented, and shall continue to implement during the Term, appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and its affiliates and their respective officers, directors, members, partners, shareholders and other equity interest holders from and against any business and all losses, liabilities, damages, causes of action, judgments, administrative proceedings, administrative orders, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals insuch other indemnitees arising from, or otherwise engages in any transaction relating related to, any property breach of the foregoing representations, warranties and covenants. Such indemnity shall survive the termination or interests in property blocked pursuant expiration of the Lease. At any time and from time to time during the Executive Order or (iii) engages in or conspires to engage Term, but no more frequently than once in any transaction that evades or avoidstwelve (12) month period, or has the purpose Tenant shall deliver to Landlord, within ten (10) days after receipt of evading or avoidinga written request therefor, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism Lawa written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant’s compliance with this Section 9.10.
Appears in 1 contract
Samples: Deed of Lease (Elizabeth Arden Inc)
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are owners or affiliates currently are, or shall be at any time during the term hereof, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with agents is or shall be during the Loans term hereof a “Prohibited Person” which is any of the following:
defined as follows: (i1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or USA Patriot Act; and (iii) engages in or conspires Tenant has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord, it officers, directors, agents and employees, from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representations, warranties and covenants. At any time and from time-to-time during the term, Tenant shall deliver to Landlord within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant’s compliance with this paragraph.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to Tenant that as of the Date of Lease (i) neither Tenant nor any of its Restricted Subsidiaries owners or affiliates currently are in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with the Loans agents is any of the following:
a “Prohibited Person” which is defined as follows: (i1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act; and (iii) Tenant has taken appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant covenants with Landlord that from and after the Date of Lease, to the best of Tenant’s knowledge (i) conducts neither Tenant nor any business of its owners or engages affiliates shall be at any time during the term hereof, in making or receiving any contribution violation of fundsthe Anti-Terrorism Laws, goods or services to or for including without limitation the benefit of any Person described in subsection (a)(ii) above, USA Patriot Act; and (ii) deals inneither Tenant nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or otherwise engages agents shall be during the term hereof a Prohibited Person. Landlord represents and warrants to Tenant that as of the Date of Lease (i) neither Landlord nor any of its owners or affiliates currently are in violation of any transaction relating toAnti-Terrorism Laws; (ii) neither Landlord nor any of its owners, any property affiliates, investors, officers, directors, employees, vendors, subcontractors or interests in property blocked pursuant to the Executive Order or agents is a Prohibited Person; and (iii) engages in or conspires Landlord has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Landlord covenants with Tenant that from and after the Date of Lease, to the best of Landlord’s knowledge (i) neither Landlord nor any of its owners or affiliates shall be at any time during the term hereof, in violation of any Anti-Terrorism Laws; and (ii) neither Landlord nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or agents shall be during the term hereof a Prohibited Persons.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to Landlord that as of the Effective Date (i) neither Tenant nor any of its Restricted Subsidiaries owners or affiliates currently are in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with the Loans agents is any of the following:
a “Prohibited Person” which is defined as follows: (i1) a Person Third Amendment to Office Lease Xxxx.xxx, LLC PAGE 5 person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act; and (iii) Tenant has taken appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant covenants with Landlord that from and after the Effective Date, to the best of Tenant’s knowledge (i) conducts neither Tenant nor any business of its owners or engages affiliates shall be at any time during the term hereof, in making or receiving any contribution violation of fundsthe Anti- Terrorism Laws, goods or services to or for including without limitation the benefit of any Person described in subsection (a)(ii) above, USA Patriot Act; and (ii) deals inneither Tenant nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or otherwise engages agents shall be during the term hereof a Prohibited Person. Landlord represents and warrants to Tenant that as of the Effective Date (i) neither Landlord nor any of its owners or affiliates currently are in violation of any transaction relating toAnti- Terrorism Laws; (ii) neither Landlord nor any of its owners, any property affiliates, investors, officers, directors, employees, vendors, subcontractors or interests in property blocked pursuant to the Executive Order or agents is a Prohibited Person; and (iii) engages in or conspires Landlord has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Landlord covenants with Tenant that from and after the Effective Date, to the best of Landlord’s knowledge (i) neither Landlord nor any of its owners or affiliates shall be at any time during the term hereof, in violation of any Anti-Terrorism Laws; and (ii) neither Landlord nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or agents shall be during the term hereof a Prohibited Persons.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are owners or affiliates currently are, or shall be at any time during the term hereof, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with agents is or shall be during the Loans term hereof a “Prohibited Person” which is any of the following:
defined as follows: (i1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or USA Patriot Act; and (iii) engages in or conspires Tenant has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord, it officers, directors, agents and employees, from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing representations, warranties and covenants. At any time and from time-to-time during the term, Tenant shall deliver to Landlord within 10 days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant’s compliance with this paragraph.
Appears in 1 contract
Samples: Office Lease (Zscaler, Inc.)
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are affiliates nor any of Tenant’s or its affiliates’ officers, directors, members, partners, shareholders or other equity interest holders (all of the foregoing persons and entities being referred to herein collectively as the “Tenant Parties”) currently is, nor shall any of them be, at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering that may now or hereafter be in effect (“collectively, the "Anti-Terrorism Laws”"), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 2001, any regulations of the U.S. Treasury Department's Office of Foreign Assets Control (the “Executive OrderOFAC”)) related to Specially Designated Nationals and Blocked Persons that may now or hereafter be in effect, and the PATRIOT Act.
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (aPublic Law 107-56) Neither the Borrower nor any of its Restricted Subsidiaries acting (as heretofore or benefiting in any capacity in connection with the Loans is any of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions ofhereafter amended, the Executive Order;
"USA Patriot Act"); (ii) none of the Tenant Parties is nor shall any of them be, during the Term, a Person Prohibited Person. A “Prohibited Person” is (1) a person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) identified as a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorismSpecially Designated National” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then- most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, or (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officersor associated with terrorism or money laundering, agents, employees or Affiliates, subject pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act); and (iiii) conducts Tenant has taken, and shall continue to take during the Term, reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented, and shall continue to implement during the Term, appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and its affiliates and their respective officers, directors, members, partners, shareholders and other equity interest holders from and against any business and all Losses suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals insuch other indemnitees arising from, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any United States Anti-Terrorism Law.time and from time- to- time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant's compliance with this Section 24.17. 24.18
Appears in 1 contract
Samples: Industrial Building Lease
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are owners or affiliates currently are, or shall be at any time during the term hereof, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with agents is or shall be during the Loans term hereof a “Prohibited Person” which is any of the following:
defined as follows: (i1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or USA Patriot Act; and (iii) engages in or conspires Tenant has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord, its officers, directors, agents and employees, from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney's fees and costs) arising from or related to any breach of the foregoing representations, warranties and covenants. At any time and from time-to-time during the term, Tenant shall deliver to Landlord within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant's compliance with this paragraph.
Appears in 1 contract
Samples: Office Building Lease (Flexpoint Sensor Systems Inc)
Anti-Terrorism. The Borrower Mortgagor hereby represents and its Restricted Subsidiaries are warrants that neither Mortgagor nor any of Mortgagor’s members, shareholders, directors, officers, partners, trustees, affiliates, or principals: (a) is in compliance in all material respects with United States laws violation of any legal requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”)laundering, including including, without limitation, Executive Order No. 13224 on Terrorist Financing, Financing effective September 24, 2001 (the “Executive Order”), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act.
”), (ab) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any of the following:
a “Prohibited Person” which is defined as follows: (i) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
, (ii) a Person person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
, (iii) a Person iii)a person or entity with which a Lender whom Mortgagor is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
terrorism or money laundering legal requirements, including the Executive Order and the Patriot Act, (iv) a Person iv)a person or entity that who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
, (v) a Person v)a person or entity that is included named as a “specially designated national and blocked person” on the Specially Designated Nationals and Blocked Persons List maintained most current list published by the U.S. Treasury Department’s Department Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list (collectivelyControl, the “OFAC Lists”);
and (vi) isa person or entity who is affiliated with any person or entity listed above, nor are any of their respective directors, officers, agents, employees or Affiliates, subject to any U.S. sanction administered by OFAC.
and (bc) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity in connection with the Loans will (i) conducts conduct any business or engages engage in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) aboveProhibited Person, (ii) deals deal in, or otherwise engages engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order Order, or (iii) engages engage in or conspires conspire to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism Lawthe Executive Order or the Patriot Act.
Appears in 1 contract
Samples: Mortgage and Security Agreement (Trinity Place Holdings Inc.)
Anti-Terrorism. The Borrower and (a) Neither the Parent nor any of its Restricted Subsidiaries are in compliance in all material respects with violation of any United States laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and Title III of the USA PATRIOT Act, as amended (Pub. L. 107-56).
(ab) Neither the Borrower Parent nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;; or
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list (collectively, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject to any U.S. sanction administered by OFAC.
(bc) Neither the Borrower Parent nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(iib)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism Law.
Appears in 1 contract
Anti-Terrorism. The (a) Neither the Borrower and its Restricted Subsidiaries are nor any Borrower Party or any other Person owning a direct or indirect, legal or beneficial interest in compliance Borrower or any Borrower Party is in all material respects with United States laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including violation of Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (the “Executive Order”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the PATRIOT “Patriot Act”) or any other Legal Requirement relating to terrorism or money laundering.
(ab) Neither the Borrower nor any Borrower Party, nor any of its Restricted Subsidiaries their respective constituents, investors (direct or indirect and whether or not holding a legal or beneficial interest) or Affiliates, any of their respective brokers or other agents, if any, acting or benefiting benefiting, directly or indirectly, in any capacity in connection with the Loans Loan, is any of the followinga “Prohibited Person” which is defined as follows:
(i) a Person or entity that is listed in the annex Annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex Annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a whom Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Lawterrorism or money laundering Legal Requirements, including the Executive Order and the Patriot Act;
(iv) a Person or entity that who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) a Person or entity that is included named as a “specially designated national and blocked person” on the Specially Designated Nationals and Blocked Persons List maintained most current list published by the U.S. Treasury Department’s Department Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list (collectively, the “OFAC Lists”);list; or
(vi) isa Person who is an Affiliate of a Person listed above.
(c) Neither the Borrower nor any Borrower Party, nor are any of their respective directors, officers, agents, employees or Affiliates, subject to any U.S. sanction administered by OFAC.
(b) Neither the Borrower norinvestors or constituents, to its knowledge, any of its Restricted Subsidiaries acting in any capacity in connection with the Loans Loan are currently or will at any time hereafter (i) conducts conduct any business or engages engage in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) aboveProhibited Person, (ii) deals deal in, or otherwise engages engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order Order, or (iii) engages engage in or conspires conspire to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.
(d) Borrower covenants and agrees to deliver to Lender any United States Anti-Terrorism Lawcertification or other evidence requested from time to time by Lender in its reasonable discretion, confirming compliance with this Section 5.30.
(i) None of the funds or other assets of Borrower or any Borrower Party constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as defined below); (ii) no Embargoed Person has any interest of any nature whatsoever in Borrower, any member of the Borrower, or any Borrower Party, as applicable (whether directly or indirectly); and (iii) none of the funds of Borrower, any member of the Borrower, or any Borrower Party, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, any member of the Borrower, or any Borrower Party, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Borrower, any member of Borrower, or any Borrower Party, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of applicable law.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are members, partners, shareholders or affiliates currently is, nor shall any of them be, at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (“collectively, the "Anti-Terrorism Laws”"), including including, without limitation, Executive Order No. 13224 13,224 on Terrorist Financing, effective September 24, 2001 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control (the “Executive OrderOFAC”) related to Specially Designated Nationals and Blocked Persons (SDN's OFAC Regulations), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the "USA Patriot Act.
"); (aii) Neither the Borrower nor none of Tenant and any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans members, partners, shareholders, affiliates, officers, and directors is nor shall any of them be, during the following:
Term, a Prohibited Person (ias hereinafter defined). A “Prohibited Person” is (1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) identified as a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorismSpecially Designated National” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act; and (iiii) conducts Tenant has taken reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and all Landlord Indemnified Parties from and against any business and all Losses suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals inLandlord Indemnified Parties arising from, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any United States Antitime and from time-Terrorism Lawto-time during the Term, Tenant shall deliver to Landlord within thirty (30) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant's compliance with this Section 24.17.
Appears in 1 contract
Samples: Lease Agreement (Water Now, Inc.)
Anti-Terrorism. The Borrower Tenant represents and its Restricted Subsidiaries are warrants to and covenants with Landlord that (a) Tenant is not, nor shall be at any time during the Term, in compliance in all material respects with United States laws violation of any Laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 2001, and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (the “Executive Order”OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and the PATRIOT Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act.
”); (ab) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with agents is or shall be during the Loans term hereof a “Prohibited Person” which is any of the following:
defined as follows: (i) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxx://xxx.xxxxx.xxx/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, and (collectivelyii) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act; (ic) conducts to the best of Tenant’s knowledge Tenant has not engaged in any business dealings or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals in, transactions or otherwise engages in any transaction relating tobeen associated with a Prohibited Person, any property or interests in property blocked pursuant and (d) Tenant has taken appropriate steps to understand its legal obligations under the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such Anti-Terrorism Laws. At any time and from time-to-time during the Term, Tenant shall deliver to Landlord within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant’s compliance with this Section 19.24. If Tenant is a publicly-traded entity or the wholly-owned subsidiary of a publicly traded entity, this paragraph shall not apply to the extent that any entity’s or individual’s interest in Tenant (or its publicly traded parent) is through a national securities exchange such as the NYSE. Tenant represents that it is a wholly-owned subsidiary of a publicly traded entity.
Appears in 1 contract
Anti-Terrorism. The Borrower and its Restricted Subsidiaries are 7.14.1 Neither Lake District nor any other Person owning a direct or indirect interest in compliance Lake District is in all material respects with United States laws relating to terrorism or money laundering (“Anti-Terrorism Laws”)violation of any Legal Requirements, including requirements of The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and Regulations, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (the “Executive Order”), ) and the PATRIOT Patriot Act.
(a) Neither 7.14.2 None of Lake District, the Borrower direct members of Lake District, Guarantors, nor any of its Restricted Subsidiaries their respective constituents, investors or affiliates, any of their respective brokers or other agents, if any, acting or benefiting in any capacity in connection with the Loans Loan is any of the followinga “Prohibited Person” which is defined as follows:
(i) a Person or entity that is listed in the annex Annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex Annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender whom Xxxxxx is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Lawterrorism or money laundering Legal Requirements, including the Executive Order and the Patriot Act;
(iv) a Person or entity that who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) a Person or entity that is included named as a “specially designated national and blocked person” on the Specially Designated Nationals and Blocked Persons List maintained most current list published by the U.S. Treasury Department’s Department Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order control at its official website website, xxxx://xxx.xxxxx.xxx/ofachl 1 sdn.pdf or at any replacement website or other replacement official publication of such list list, or other similar lists maintained by the Office of Foreign Assets Control (collectively“OFAC”), the “OFAC Lists”);Department of the Treasury or included in any Executive Orders; and
(vi) isa Person who is affiliated with a Person listed above.
7.14.3 None of Lake District, nor are the direct members of Lake District, Guarantors or any of their respective directorsaffiliates, officers, investors or constituents or any of their respective brokers or other agents, employees or Affiliatesif any, subject to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity in connection with the Loans Loan are or will (i) conducts conduct any business or engages engage in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) aboveProhibited Person, (ii) deals deal in, or otherwise engages engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or Order; (iii) engages engage in or conspires conspire to engage in any transaction that evades or avoids, or has the purpose purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act or (iv) violate any United States Anti-Terrorism Lawapplicable bank secrecy act laws and regulations.
7.14.4 Lake District covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Xxxxxx in its reasonable discretion, confirming compliance with this Section.
(i) None of the funds or other assets of Lake District, any member of Lake District or Guarantors constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as defined below); (ii) no Embargoed Person has any interest of any nature whatsoever in
Appears in 1 contract
Samples: Construction Loan Agreement
Anti-Terrorism. The Borrower operations of the Issuer and its Restricted Subsidiaries are have for the last five years been conducted at all times in compliance in all material respects with United States the applicable federal and state laws relating to terrorism terrorism, corruption or money laundering (“Anti-Terrorism Laws”), including the financial recordkeeping and reporting requirements of The Bank Secrecy Act of 1970, as amended, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), the Foreign Corrupt Practices Act of 1977 and the PATRIOT Act.
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the Corruption of Foreign Public Officials Act (aCanada) Neither and the Borrower nor any Proceeds of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any Crime (Money Laundering) and Terrorist Financing Act (Canada), and, none of the following:
Issuer or its Subsidiaries is (i) a Person or entity person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
, (ii) a Person or entity that is majority-person owned or controlled by, or acting for or on behalf of, any Person or entity person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
, (iii) a Person or entity person with which a Lender the Issuer is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
, (iv) a Person or entity person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
Order or (v) a Person or entity person that is included named as a “specially designated national and blocked person” on the Specially Designated Nationals and Blocked Persons List maintained most current list published by the U.S. Treasury Department’s Department Office of Foreign Assets Control (“OFAC”) or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website or other replacement official publication of such list or any other person (collectivelyincluding any foreign country and any national of such country) with whom the United States Treasury Department prohibits doing business in accordance with OFAC regulations. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the “OFAC Lists”);
(vi) isIssuer or its Subsidiaries with respect to the Anti-Terrorism Laws is pending or, nor are any to the knowledge of their respective directorsthe Issuer and its Subsidiaries, officers, agents, employees or Affiliates, subject to any U.S. sanction administered by OFAC.
(b) Neither threatened. None of the Borrower Issuer and its Subsidiaries nor, to its knowledgethe knowledge of the Issuer, any director, officer or employee of its Restricted Subsidiaries acting in any capacity in connection with the Loans Issuer (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person person described in subsection (a)(ii) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism Law.
Appears in 1 contract
Samples: Share Subscription Agreement (Skyline Champion Corp)
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are affiliates nor any of Tenant’s or its affiliates’ officers, directors, members, partners, shareholders or other equity interest holders (all of the foregoing persons and entities being referred to herein collectively as the “Tenant Parties”) currently is, nor shall any of them be, at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering that may now or hereafter be in effect (“collectively, the "Anti-Terrorism Laws”"), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 2001, any regulations of the U.S. Treasury Department's Office of Foreign Assets Control (the “Executive OrderOFAC”)) related to Specially Designated Nationals and Blocked Persons that may now or hereafter be in effect, and the PATRIOT Act.
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (aPublic Law 107-56) Neither the Borrower nor any of its Restricted Subsidiaries acting (as heretofore or benefiting in any capacity in connection with the Loans is any of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions ofhereafter amended, the Executive Order;
"USA Patriot Act"); (ii) none of the Tenant Parties is nor shall any of them be, during the Term, a Person Prohibited Person. A “Prohibited Person” is (1) a person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) identified as a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorismSpecially Designated National” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then- most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, hxxx://xxx.xxxxx.xxx/xxxxxxx/enforcement/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, or (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officersor associated with terrorism or money laundering, agents, employees or Affiliates, subject pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act); and (iiii) conducts Tenant has taken, and shall continue to take during the Term, reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented, and shall continue to implement during the Term, appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and its affiliates and their respective officers, directors, members, partners, shareholders and other equity interest holders from and against any business and all Losses suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals insuch other indemnitees arising from, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any United States Anti-Terrorism Lawtime and from time- to- time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant's compliance with this Section 25.17.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of its Restricted Subsidiaries are affiliates nor any of Tenant’s or its affiliates’ officers, directors, members, partners, shareholders or other equity interest holders (all of the foregoing persons and entities being referred to herein collectively as the “Tenant Parties”) currently is, nor shall any of them be, at any time during the Term, in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering that may now or hereafter be in effect (collectively, the “Anti-Terrorism Laws”), including including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”)2001, and the PATRIOT Act.
(a) Neither the Borrower nor any of its Restricted Subsidiaries acting or benefiting in any capacity in connection with the Loans is any regulations of the following:
(i) a Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v) a Person or entity that is included on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) related to Specially Designated Nationals and Blocked Persons that may now or hereafter be in effect, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (as heretofore or hereafter amended, the “USA Patriot Act”); (ii) none of the Tenant Parties is nor shall any of them be, during the Term, a Prohibited Person. A “Prohibited Person” is (1) a person or entity owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is identified as a “Specially Designated National” on the then- most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, hxxx://xxx.xxxxx.xxx/xxxxxxx/enforcement/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list list, or (collectively2) a person or entity who is identified as, the “OFAC Lists”);
(vi) isor affiliated with, nor are any of their respective directorsa person or entity designated as a terrorist, officersor associated with terrorism or money laundering, agents, employees or Affiliates, subject pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act); and (iiii) conducts Tenant has taken, and shall continue to take during the Term, reasonably appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented, and shall continue to implement during the Term, appropriate procedures to assure its continued compliance with the above-referenced laws. Tenant hereby defends, indemnifies, and holds harmless Landlord and its affiliates and their respective officers, directors, members, partners, shareholders and other equity interest holders from and against any business and all Losses suffered or engages in making incurred by any or receiving all of Landlord or any contribution of funds, goods or services to or for the benefit of any Person described in subsection (a)(ii) above, (ii) deals insuch other indemnitees arising from, or otherwise engages in any transaction relating related to, any property or interests in property blocked pursuant to the Executive Order or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any breach of the prohibitions set forth in foregoing representations, warranties and covenants. At any United States Anti-Terrorism Lawtime and from time- to- time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification and such other evidence as Landlord may reasonably request evidencing and confirming Tenant’s compliance with this Section.
Appears in 1 contract
Anti-Terrorism. The Borrower Tenant represents and warrants to Landlord that as of the Effective Date (i) neither Tenant nor any of its Restricted Subsidiaries owners or affiliates currently are in compliance in all material respects with United States violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and regulations of the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) related to Specially Designated Nationals and Blocked Persons (SDN’s OFAC Regulations), and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “Executive OrderUSA Patriot Act”), and the PATRIOT Act.
; (aii) Neither the Borrower neither Tenant nor any of its Restricted Subsidiaries acting owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or benefiting in any capacity in connection with the Loans agents is any of the following:
a “Prohibited Person” which is defined as follows: (i1) a Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(ii) a Person or entity that is majority-owned or controlled by, affiliated with, or acting for or on behalf of, any Person person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii) a Person or entity with which a Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” identified as defined in the Executive Order;
(v) a Person or entity that is included an SDN on the Specially Designated Nationals and Blocked Persons List maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”) or any then-most current list of Persons issued published by OFAC pursuant to the Executive Order at its official website website, xxxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or at any replacement website or other replacement official publication of such list list, and (collectively2) a person or entity who is identified as or affiliated with a person or entity designated as a terrorist, the “OFAC Lists”);
(vi) is, nor are any of their respective directors, officers, agents, employees or Affiliates, subject associated with terrorism or money laundering pursuant to any U.S. sanction administered by OFAC.
(b) Neither the Borrower nor, to its knowledge, any of its Restricted Subsidiaries acting in any capacity regulations promulgated in connection with the Loans USA Patriot Act; and (iii) Tenant has taken appropriate steps to understand its legal obligations under the Anti-Terrorism Laws and has implemented appropriate procedures to assure its continued compliance with such laws. Tenant covenants with Landlord that from and after the Effective Date, to the best of Tenant’s knowledge (i) conducts neither Tenant nor any business of its owners or engages affiliates shall be at any time during the term hereof, in making or receiving any contribution violation of fundsthe Anti-Terrorism Laws, goods or services to or for including without limitation the benefit of any Person described in subsection (a)(ii) above, USA Patriot Act; and (ii) deals inneither Tenant nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or otherwise engages agents shall be during the term hereof a Prohibited Person. Landlord represents and warrants to Tenant that as of the Effective Date (i) neither Landlord nor any of its owners or affiliates currently are in violation of any transaction relating toAnti- Terrorism Laws; (ii) neither Landlord nor any of its owners, any property affiliates, investors, officers, directors, employees, vendors, subcontractors or interests in property blocked pursuant to the Executive Order or agents is a Prohibited Person; and (iii) engages in or conspires Landlord has taken appropriate steps to engage in any transaction that evades or avoids, or has understand its legal obligations under the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States Anti-Terrorism LawLaws and has implemented appropriate procedures to assure its continued compliance with such laws. Landlord covenants with Tenant that from and after the Effective Date, to the best of Landlord’s knowledge (i) neither Landlord nor any of its owners or affiliates shall be at any time during the term hereof, in violation of any Anti-Terrorism Laws; and (ii) neither Landlord nor any of its owners, affiliates, investors, officers, directors, employees, vendors, subcontractors or agents shall be during the term hereof a Prohibited Persons.
Appears in 1 contract